To the Victor, the Spoils
by ThePoorDidntWantThisOne
Summary: "Well, none of these will do," Maria muttered to herself, eye brows furrowing as she cast a curious glance over her shoulder at the Baroness standing in her doorway. A slight A/U!
1. Chapter 1

_**To the Victor, the Spoils...**_

* * *

"Well, none of these will do," Maria muttered to herself, eyebrows furrowing as she cast a curious glance over her shoulder at the Baroness standing in her doorway. She had been startled to hear the illustrious Elsa Schrader call after her on the steps and inform her that she would be happy to help her find something to wear. Did she think her so incompetent that she couldn't dress herself? Probably.

Blowing her bangs up out of her eyes she had forced a grateful smile on her face and thanked the Baroness for her offer. What she truly needed was not help dressing, but a moment alone to still her hammering heart and to splash some water on her blooming pink cheeks. Even as she had stood accepting the congratulations of strangers after the children's farewell song she could feel _his_ eyes on her, the unfinished conversation from the terrace hanging between them.

One minute she had been chuckling her way through avoiding being stepped on by Kurt and the next thing she knew _his_ white gloved hand was being held out to her.

She took it.

And everything changed.

Whatever else happened in her life after that moment, she had danced with the prince at the ball. It made no difference that she hadn't arrived in a carriage and that no godmother had gifted her with glass slippers to dance the night away. She had become the fairy tale for a moment in his arms.

She wondered if Cinderella had barely drawn breath the entire time she was swirled about?

If her skin had tingled every place he touched?

Wondered if her heart was threatening to beat out of her chest as her eyes dilated under his fierce gaze?

Wondered if she had been tempted to take a step closer rather than back and press her lips to his throat, his jaw, his mouth?

Realizing that she had been staring into the middle distance and sweeping her fingertips along her lips as she imagined his kiss she turned and gave a rueful smile to the Baroness and shrugged as she stood back to let her gaze at the contents of her closet. It felt singularly odd to watch this glamorous lady give her and her paltry wardrobe a once over.

She couldn't recall a single moment in the past weeks where they had had a conversation as women, just the two of them. Their only words had been exchanged in the chaotic company of the children and the men. Maria shrugged off the odd tingle she felt between her shoulder blades, the same tingle that she would feel when she knew Sister Berthe was critically observing her. Waiting for her to make a mistake. Again.

"I don't think I have anything appropriate for this," Maria said, gripping the sleeve of the brown dress she had made with her own hands. All these dresses that she had been pleased and proud to wear just hours before all of this, whatever this was. They had been some of the prettiest things she had even worn, and she was hard pressed to look at them now, feeling the sting of shame at their not being good enough for this party. Pride goeth and all of that, she thought, hearing the echo of Sister Berthe berate her. She could feel the Baroness walk up behind her in a crinkle and swish of fine material and she had the sneaking feeling that the Elsa Schrader knew she was feeling ashamed.

Knew she had no clothes fine enough to join the glittering swell below.

Knew that _she_ was not fine enough.

You were fine enough just a half an hour ago, she heard the small voice of her confidence whisper. Fine enough for _him_ to ask you to dance, it admonished. Chin up girl! Maria took a deep breath and started to disrobe in front of the other woman, refusing to feel self conscious in front of her, plain cotton underthings and all. She doubted the baroness had worn cotton underthings in her entire life. She looked as though she had been born swathed in chiffon and diamonds.

"Now, where is that lovely little thing you were wearing the other evening?" Elsa said, rifling through her scant collection with just the tips of her fingers, as though her fine gloves might be soiled with the grime of daily living that might be lurking in Maria's closet.

"Ah, it was this one," she said, plucking it out of the bureau with a swirl, "This adorable little blue one you wore, when the Captain couldn't keep his eyes off you," she gave a little smirk but didn't manage to keep the sting of her jealousy out of her tone.

"Couldn't keep his eyes off me?" Maria, asked, hoping she sounded as though she had no idea to which night the Baroness was referring. As though she had not spent every night since then replaying the moment when he had looked right at her from across the room. Her heart had most certainly _not_ skipped a beat and she hadn't felt any unexplainable breathless ache in her chest or twist of her stomach in _his_ presence since then...not once.

"Come, my dear, we are women," she gave Maria a hard look, as though she didn't believe anyone could be so without artifice. "Let's not pretend we don't know when a man notices us, especially a handsome man," Elsa admonished lightly, her eyes following Maria's reaction with keen interest.

"Impossibly handsome," Maria whispered too quietly for the other woman to hear.

"What was that dear?"

"Oh, I said, the captain notices everybody and everything."

"There's no need to feel so defensive, Maria," she gave a delicate sniff, "You are quite attractive, you know," she offered, obviously trying to manage to sound gracious, but Maria caught the trace of something else in her tone and she narrowed her eyes as she tried to identify it.

Elsa gave an elegant shrug and turned to look at herself in the little mirror of the dresser, smoothing a stray hair back into place with practiced ease, she found Maria's eyes in the reflection and gave her a smile, "The captain would hardly be a man if he didn't notice you. And he is definitely a man."

"Baroness, I hope you're joking," Maria blutered, horrified and embarrassed.

"Not at all," she said, the ' _I wish I was_ ' left unsaid but heard just as clearly.

Shocked, Maria sputtered, "I've never done a thing to-"

"You don't have to, my dear. Nothing's more irresistible to a man than a woman who's in love with him."

"In love with him? I barely know him," Maria exclaimed, feeling the traitorous blush creep back into her cheeks at her own lies. She hadn't any experience with love, but she felt something for him. Something she knew she shouldn't, but it persisted, no matter how many times she told herself she was imagining things. Was this what love felt like?

"Of course, in love with him! What makes it so nice is he thinks he's in love with you."

"But that's not true!" Maria snorted and covered her mouth to stop the bark of laughter that welled up.

"He has already sacked me once, you know. We rarely agree. Why Captain von Trapp and I have chased you and Herr Detweiler out of the room more than once with our, what did you call them? _Lively_ discussions."

"Foreplay," Elsa snapped back, enjoying the confused look on Maria's face as she tried to work out the meaning of that word. "Surely you've noticed the way he looks into your eyes. And you know, you blushed in his arms when you were dancing just now," she added silkily.

Giving Maria a patronizing little pat on the bare skin of her shoulder she gave her a knowing smile, "Don't take it to heart. He'll get over it soon enough, I think," she simpered, running her eyes over Maria's body with clear disapproval, "Men do, you know."

Maria turned her head away to look out the window, recognizing that hard edge to the Baroness's tone, the underlying jealousy in the other woman's voice. "I can't imagine the Captain acting that way…"

"Can you not? What about that little episode we just had on the terrace? He favored you then but dismissed you easily enough afterward."

"Oh, well, it was only a dance."

"For him it was," Elsa offered confirmed icily. "Nothing more. You're nothing more to him than a passing fancy, girl."

"Then you should have nothing to worry about, Baroness," Maria shot back. "If I didn't know better I would say you sounded jealous."

"Jealous? My dear, I am worried for you. So young and so innocent. You'd be tossed aside when he tired of you, I assure you," Elsa's eyes flashed hard and cruel for a moment before she seemed to remember herself.

"Men only like the conquest, the chase. Your untried and untouched and it makes you practically irresistible, even if those are your only charms. I simply wanted to offer you my warning, I have seen it time and again."

"And this is the type of man you believe the Captain to be?"

"All men dear, all men."

"And yet you'd be willing to marry him?"

"Absolutely."

"Believing the worst of him? That he would use me, or any other girl, for sport?"

"They can't help their nature. Georg is a man without equal in our circles. Handsome, charming, and witty."

"He is all of those things. But he wouldn't lower himself to any of those dishonorable pursuits you accused him of. It's just as you said, it was only a dance for him, a kindness, he was just demonstrating for Kurt."

"Demonstrating?" Elsa snorted. "That's a new word for it. Truly Maria, I am trying to do you a favor. Your embarrassing and fawning behavior will only lead you down a path you will want no part of in the end. He will break your heart if you let him."

Maria closed her eyes against the threat of humiliation tears. The words stung because they were true. Had she not been daydreaming about what his kiss might feel like just moments ago? Did she not often forget who and what she was in his presence?

Drawing a deep breath she squeezed her eyes until she was certain they were clear. She would not offer this woman the satisfaction of crying. "I will admit to having no idea how most of your social world works. I realize I am poor, I chose to be. All those who serve God at the Abbey give away their worldly goods. But I'm not as naive as you think me to be and just because I haven't _known_ a man doesn't mean I can't recognize an honorable one when I meet one. You're wrong about the Captain," she said, relieved that her voice was calm and steady, despite her clenching the material of her dress until her knuckles bleached.

"The Reverend Mother told me about him before I came here. How courageous he was, the sacrifices he made for his country, and how dearly he loved his wife. He adores his children, deeply. He can be strict but he is worthy. And yes," she snapped, feeling the anger replace the hurt, "the Captain was kind to the orphan girl and offered her a dance. But I am fully aware there was nothing more to it for him. He was only being kind. You needn't have come all this way to scare me off, Baroness. I know my place."

"I only wanted to offer you advice Maria. After all you'll be gone with the summer, will you not?"

"I will. Thank you for the advice, baroness," she bit out, reaching for the blue dress out of spite and stepping into it.

"If you'll excuse me I have to dress. I am certain the Captain is missing you downstairs," Maria quipped icily, not looking up from her buttons as the Baroness left the room in a snit of cloying perfume.

Maria heard muffled voices in the hallway and hurried over to shut her door. Standing there and staring at the clothes tossed onto her bed she drug a hand through her hair and huffed out a breath of frustration and anger and shock. As soon as the Baroness reported this little outburst to the Captain she was going to be fired. Again.

What was she to do now? Head back into the party as though nothing had happened? Feign an illness? Sneak into the children's rooms and ask them to pitch a fit for her so she wouldn't need to return? Just as she had decided to sneak over and ask Louisa for advice she jumped at the sudden rap on her door.

Without thinking she jerked open the door, half expecting Elsa to have come back for another round of ' _stay-away-from-my-man'_.

"Captain! I wasn't expecting-I know what this." Maria took a deep breath to curtail the babbling. "I am sorry to have kept you all waiting."

"Not at all. I came up after you and Elsa disappeared."

"Oh," Maria responded mechanically before his words registered and she blanched, "Oh! How long?"

"Long enough."

Maria closed her eyes, "You heard most of it then," she stated, embarrassed as she recalled some of the things she had said. She had called him handsome and brave and he had heard _every single word._ Biting her lower lip nervously she braved a glance at him under her lashes and found him giving her a knowing smile.

"Umm hmm," he hummed, leaning his shoulder onto the door frame. "I was going to announce my presence, and rush to your defense as you had already gallantly rushed to mine, but," he gave a chuckle, "I admit, I was enjoying the show. I hadn't the heart to interrupt you. I'm not sure Elsa has ever had such a talking to."

Maria sighed. This was how the story ended wasn't it? Cinderella forced to leave the ball one way or another. Resigned she stepped back from the door and ducked out of site to retrieve her bag from underneath her bed.

Yanking it open she started piling things into it, "I should start packing my things then. It's late, but perhaps one of your guests or Franz could take me back to the Abbey tonight?"

Georg pushed his shoulder off the doorframe and crossed his arms over his chest, pinning her with a black look, "Are you under the impression that I am going to let you go?"

"Yes, of course, sir, you'll have to fire me this time. I just insulted the woman you plan to marry, _during_ a party in her honor. I am sorry, you know I'm far too outspoken, and it was so, so _stupid_ of me to-"

Georg shook his head, "Elsa was the foolish one tonight, Fraulein."

"No, I should never have-"

" _She_ should never have. And Elsa learned her lesson about you I dare say. She realized just how formidable you can be under that pretty face. And she isn't the only one."

"She isn't?" Maria asked, meeting his eyes and feeling that familiar coil of anticipation tighten as she watched his eyes go impossibly dark blue.

"Don't pack your things, Maria. I have no intention of letting you go," he whispered, ghosting two fingers over her cheek before he turned and walked off down the hall.

* * *

 **To be continued...**

 _Was doing a re-watch of SOM, like you do, and as I watched Elsa manipulate Maria into leaving the villa I suddenly disagreed. Here is a woman who went toe to toe with a man infinitely more intimidating than this skinny minny-who probably hadn't eaten in twelve days to fit that dress properly. If Maria had seen through her faster-well she could have taken her out, should have taken her out-and wouldn't that have been fun. So basically this is wish fulfillment run amok! And I'm fairly certain I'm not the only SOM writer to have done a version of this so apologies for any similarities therein._

 _Apologies for the blatant lifting of some dialogue, it was rather unavoidable._

 _And apologies to the darling members of the Baroness Fan Club. I am certain that this story will black ball me from your ranks forever..._


	2. Chapter 2

"We poets would die of loneliness but for women, and we choose our men friends so that we may have someone to talk about women with." -William Butler Yeats

 _ **Chapter Two**_

 _Flashback is in italics..._

* * *

Maria decided that champagne was sinfully delightful.

And so was Max, as he had insisted on being called. Both were bright and effervescent and neither would be approved of by Sister Berthe, which, if she was honest with herself, made up part of their appeal. They were also doing a wonderful job of keeping her mind off the Baroness and the words the Captain had spoken before he left her. And the lasting tattoo of pleasure from his fleeting touch.

She had heard herself being described as capable of throwing a whirling dervish out of whirl, but tonight she was the one who had been thrown. She was a mess. Even as she slowly padded toward the stairs in shoes borrowed from Liesel she had wondered why she had agreed to come to this dinner. It was almost assuredly a mistake, principally because of the bewildering and bizarre scene that had played out in her room.

She wouldn't be able to eat a bite.

Not with the Baroness and the Captain at the table; both of them sure to be watching her for their own reasons whilst she tried not to look at them.

Maria had to practically shove herself out of her own doorway, forcing one foot in front of the other. Normally she bounded down the steps just barely resisting the temptation to try and slide all the way down the bannister. Tonight, however, she found her hand clinging to the rail as she slowly descended, each step punctuating the thoughts in her head.

What could he have meant by his words? He had _touched_ her. He had told her he had no intention of letting her go and she understood what it meant for your knees to go weak. She had still been leaning on the door jamb for support when he left.

Gasping.

Would she be an employee or a guest at this dinner?

Did the advent of your boss stroking his beautiful hand across your cheek change things at all? Maria rolled her eyes, admonishing herself; you shouldn't have been noticing his lovely hands or how his eyes sparkle when he was amused or darken to an unimaginable blue when he was angry? Probably you also shouldn't be standing stock still his steps wishing that you had leaned into his touch and hoping he would pet you like a cat either. Maria started moving again.

She paused a few steps down as it occurred to her that she could just leave, right here and right now. Just run away back to the high walls of the abbey and never be heard from again.

Maria managed another step or two before she found a flaw with that plan. The children. They would be crushed if she disappeared without telling them. She shook her head at herself and forced the next four steps. She didn't have it in her to be a coward.

She acknowledged that she was curious about the party and the guests and while that had often led her into trouble she couldn't seem to help herself. If, no when, the Captain came to his senses and she returned to the abbey she would have a wonderful story to tell her fellow postulants about her evening at a fancy dress party. Besides, Herr Detweiler had invited her, although she was certain it was for his own gain rather than hers.

Her nerves flared again when she heard the clink of glassware in the distance, making the reality of joining the party more overwhelming.

What if she made a terrible breach of etiquette and horrified the guests? Used the wrong fork or clattered her silverware against the china? Leaving altogether was starting to sound more appealing. And certainly she could leave a note? Perhaps explaining an emergency at the Abbey? That might work and it would buy her some time to volunteer to go on a mission to Africa or some other remote place where the scent of his cologne couldn't haunt her.

Realizing she had stopped on the stairs again she started herself forward, half composing the letter in her mind and deciding she could leave it on the table in the front hall where it wouldn't be noticed until the end of the party.

Of course, she would have to think of something to tell the Reverend Mother, who would want to know why she was months early in her return. She couldn't imagine that conversation going very well as she envisioned herself standing in that austere office. In trouble. _Again_...

"Oh, yes I'm am back, surprise! No! Of course, I wasn't fired."

"Why did I leave then? Mm, well… No, no one was unkind, the children are lovely. Everyone was lovely, except for the Baroness, I don't think we are going to be friends. Sister Berthe would like her immensely, I should introduce them."

"Yes, I do realize I am babbling but the truth is.. Have you met Captain Von Trapp, Reverend Mother? In person? He's impossibly handsome, I mean he doesn't' look like a sea captain. I practically gushed that out to him when we first met. He didn't like me on sight, but I had been caught snooping in the ballroom."

"Yes, I know that was wrong but I couldn't help myself, and that really wasn't the worst of it either, but there's no need to go into all that."

"We didn't get along at first, but things started to improve after I shouted at him and he fired me. It's a long story. After that we became, friends of sorts. We met often to discuss the children and sometimes that led to rather, uh, lively conversation. He seemed to enjoy baiting me actually."

"Am I blushing? It seems to be happening often now. Do I have feelings for him? I don't know, the Baroness said I did. I'm not sure it's love but, oh, Reverend Mother sometimes we would look at each other and I could hardly breathe. There is something there and I know I am having thoughts that would keep my lips to floor for a month if I told Sister Berthe."

Maria laughed at that one as she stepped of the last stair and felt the hard wood floor rush up to meet her dropping stomach. Confessing her feelings to the Reverend Mother seemed almost as bad as joining everyone for dinner.

Just as she had reached the door of the ballroom and decided that running away entirely was actually a _brilliant_ plan she had been rescued by an unlikely knight in champagne armour. Herr Detweiler had taken one look at her face, with it's odd combination of determination and panic, as she had peeked around the doorway in the foyer and he'd marched right over and tugged her from behind the wall.

* * *

"There you are, my dear," he was oozing charm as he slid his arm in hers, patted her hand, and whispered, "Head up young lady, they can smell fear. This is business." He had smoothly swept her into the ballroom and introduced her until her head had spun, always keeping a steady hand and a weather eye out.

Ever underestimated and unappreciated, the observant Max followed his companion's eyes into the crush across from him and he sighed. The girl was staring right at Georg and he was sneaking glances right back at her under the guise of scanning his chandeliers for dust. Max rolled his eyes.

 _Obvious_ , the both of them.

Georg looked as though he was having to physically stop himself from watching Maria, twisting his gloves in a tangled mass in his hands. Max could virtually hear him vibrating with tension as he made polite conversation. If Max was a betting man he would wager that Georg was two minutes away from a scandal inducing caveman routine that most likely involved abandoning Elsa to the society wolves and tossing the little Fraulein over his shoulder.

Max cast a wary glance over to Elsa. Though she stood regal and elegant her eyes were hard and dark. She was positively fuming with rage, her normally pale cheeks had high spots of color and her nostrils flared as she breathed, or at least tried too.

He wasn't sure how women managed a breath in dresses that tight.

She was practically digging her nails into Georg's forearm. No doubt she would have used those blood red lips to mark up his cheeks and slapped a property of Elsa sign on his lapel to stake her claim if it had been even slightly appropriate. He raised a eyebrow as he watched Georg remove her hand with a wince under the guise of leading her into dinner.

A bloody _mess_. A Gordian knot that he had tried to unravel weeks ago. When his warnings had gone unheeded he had resorted to simply holding back and watching the show unfold. He was, at his heart a show man, and he never could resist a good bit of theater.

Max had been curious when Elsa had followed Maria but had been distracted by an old friend who had stopped by. Realizing that Maria and Elsa had been gone for quite some time he had tried to locate Georg. He was missing as well. Putting two and two together, Max had rushed for the stairs but hadn't seen anyone. Deciding with a shrug that he had overreacted and must have missed them coming back and he had ducked back into the ballroom.

Grabbing a glass of champagne from a passing waiter he helped hold the wall up with his back just inside the entrance, close to the little finger foods. He was starving, he loathed these enormous parties and the fashionably late dinners and little hors d'oeuvres the size of paper clips. As luck would have it, his stomach had put him in just the right place to overhear Georg and Elsa as they came back into the ballroom. He hazarded a quick peek around the door.

Elsa had been dragging Georg like a reluctant dog on a leash.

"We can discuss it later, Georg," she had been saying through clenched teeth. "This is hardly an appropriate moment," she said with a gloved gesture to the swirling crowd in front of them.

"And I suppose your little moment upstairs with my governess was appropriate? I heard what you said, _all of it_ ," he hissed, quickly plastering a smile on his face as he nodded to an acquaintance passing by.

Max had sidled a little closer after that comment, hoping to hear more about whatever had happened with the little Fraulein upstairs. Georg was undoubtedly inscensed. He took a long sip out of his glass and shook his head as he studied the bottom of his glass. He had tried to warn Georg, but did he listen to old Maxy? No. He risked another peek around the corner.

Georg had paused again in the hall and he whirled in front of Elsa, stopping her progress, "If half of Salzburg wasn't roaming around my home, at your invitation I might add, I would demand that you pack your things and return to Vienna where you belong."

"Georg, really, I was simply trying to educate her with some well meaning advice. Her behavior is becoming a nuisance and distraction for you and I won't have it."

" _You_ won't have it?" Georg was incredulous.

"No, and neither should you. Oh, I know you can't help it," she patted his face patronizingly.

"She's decent enough to look at I suppose, if you like that sort of _girl_. I forgive you for being distracted. Truly, we can talk this all over later, darling, if you wish, but right now we have guests. Let's do try and make the best of this, shall we?" she simpered, slinging an arm through his and drawing him deftly into conversation with an old naval colleague.

"Clever Elsa, trapping him into being polite." Max had muttered before catching sight of a shining halo of blonde peeking round the doorway. He frowned, narrowing his eyes to watch her.

Maria had the look of someone about to jump ship.

Watching her give him a pang of something he very rarely felt, guilt. He was the one who had insisted that she join the dinner party in the hopes of getting her to help him convince Georg that the children should perform at the festival. And he supposed that he was to blame for the obvious scene Elsa had felt compelled to play and for the resulting fight between her and Georg. He rubbed at his chest, guilt felt exactly like indigestion. It was painful to watch her struggle through her fight or flight reflexes.

Taking pity on her and already forming a fairly detailed impression of what must have occurred upstairs, he had swooped in to rescue her and ended up having a marvelous time in exchange. He had known she was lively but he didn't realize she could be delightfully witty and honestly audacious when the conversation called for it. As far as he was concerned she was criminally _wasted_ in an Abbey. Introducing her around had been wonderfully entertaining and had the added bonus of making Georg seethe as he escorted her into dinner, laughing until his sides hurt at her innocently clever turns of phrase.

Max had taken one look at the place cards on the table and deftly switched Maria to the chair next to his. As he pulled her chair out for her and made of show of stopping her from sitting as he brushed off the seat.

"Just checking for pinecones," he whispered, giving her a grin. She'd laughed out loud then and in doing so seemed to have dissolved some of the tension she had been wearing behind her eyes.

After she had seated herself he had caught her eyeing the silverware with what could only be described as panic. Clearly they didn't use a formal table setting the abbey and he doubted that she had grown up with it either.

Max leaned in and touched her arm lightly to draw her attention away from the flatware.

"Just follow me," he whispered conspiratorially, "Besides, Admiral Leifgoth, whom I had the _pleasure_ of serving under in the navy, has no idea which fork to use either and usually just grabs his salad fork for everything."

"Really?"

"Truly, at one party I was privileged enough to attend with him, he used that little one over here for his entire meal. It's a seafood fork."

Maria had stifled a giggle at at that, but Max saw her dart her eyes to the opposite side of the table where she was being resolutely ignored by Elsa and surreptitiously watched by Georg when he didn't think anyone was looking. If anyone else at their table had a clue that there was a complicated undercurrent of anxious looks and pulsing anger, Max would eat his shoe. Yet other tables and guests had noticed the addition of the governess and were clearly trying to speculate without making it look as though they were.

Delighting in plying Maria with champagne and trying to persuade her to take a sip of his whiskey Max had sat beside her during the formal stilted dinner and glared at anyone who looked at her as though she might not belong. To distract her from noticing the attention she was garnering, he made naughty comments about their fellow diners in her ear.

"Do you see the gentleman on your right? He used to have a truly glorious mustache but he caught it on fire last month. See the faint red streaks? His wife was furious."

"Furious? Was she overly fond of the mustache?"

"Not as such. She wasn't overly fond of the _mistress_ who accidentally started the fire lighting his cigar."

Maria had covered her mouth in shock but had laughed in spite of the nerves and dread she was still feeling at being seated across from the Captain and the Baroness. Max spent a pleasant half an hour exchanging stories with Maria about her life at the Abbey and his life as a charming Sponge. Each one trying to one up the other and frequently drawing the gaze of those around them who gave up all pretense of secrecy and began whispering open speculation about their connection.

* * *

Georg was livid.

Frankly, he couldn't remember the last time he had been this outraged, and that included his argument with the dazzling Fraulein after her impromptu swim in his lake. His stomach was roiling with a strange potion of anger, adrenaline, and outright lust. If he felt shocked at what Elsa had done he was downright _astonished_ at himself. One moment he had been hoping to tease Maria into feeling better about Elsa's ambush and the next thing he knew his carefully cultivated facade of detached disciplinarian had given way to blurting out the truth that had been lurking in his head for weeks now.

Hearing her threaten to leave them, to leave _him_ , had been a shock that had suddenly shifted everything he had been confused about into sharp focus. His problem solving acumen had kicked in as though he were facing an enemy in one of his submarines.

Elsa had been upstairs trying to manipulate Maria into whatever foolish notion she had in her head with no thought to him or his children. Whilst Maria had defended him and was offering to leave voluntarily because she might have offended his guest. Without hearing this conversation he might have taken weeks to realize the mistake he had been about to make. Maria might have even left without telling them, having been scared away by the Baroness. He didn't want to think about the looks on his children's faces when broke the news to them. And worse yet was how he would have had to face the news himself.

Trying to maintain some semblance of control, he pretended to be have a grand time while twirling his fork idly and trying to look engrossed in Elsa's conversation even as he strained to hear whatever Maria was saying to Max that was so hilarious he had to wipe his streaming eyes on his napkin. He watched as Max brushed his hand against Maria's arm during a particularly animated story and his eyes narrowed.

As if he could feel some heat coming his way Max had glanced over and caught the black look on Georg's face. Max simply raised his glass and winked before he mouthed, ' _I told you so_ ' and turned his attention back to Maria.

Georg grimaced and took a sip of his wine before returning to brooding into his plate and pushing his food around. He grudgingly found himself conceding that Max had been right that morning a few weeks ago he had cornered him hiding in his study.

" _Caught you out haven't I?" Max had startled him when he poked his head into the study doors._

 _Georg let out a weak chuckle, "Yes, you rather have," he mumbled as he slid his pen and papers back into the drawer._

" _Your hiding. I can go," Max offered jerking a thumb towards the open door. "I'll pretend not to have seen you if you'd like to be alone?"_

" _Not at all Maximillian, come in and share whatever it is you have in that bottle you're toting behind your back."_

 _Max, ever the easy fellow, slid into a nearby chair and wiggled his bottom a bit to settle into the chair. He poured two drinks and then uncharacteristically sat quietly. And didn't talk._

 _Georg narrowed his eyes and gave him a hard stare before moving over to grab his drink and settle into the seat across from Max. He gave his ice cubes a swirl before taking a sip._

" _All right old man, out with it,," Georg demanded gently, leaning forward a bit into Max's space to let him know he meant business._

" _Just let me get a one more nip of this before I say my piece and you have me thrown from the house and away from the glories of your unexcelled wine cellar. That's fun to say, unexcelled cellar._ Cell-arr _."_

 _Georg simply raised a brow at the obvious stalling and watched Max drink, wondering where he had left his cheque book, knowing that was most likely the reason behind the serious nature of this visit. He sighed._

" _Max, we needn't do this. Do you need money, you know I-"_

" _No! No, nothing of the sort. I don't want to talk about me, for once," he took a too large gulp of whiskey and winced a bit at the resulting burn, he gave his chest a little thump with his fist. "I rather want to talk about you," he wheezed._

" _Me?"_

 _Max cleared his throat, "Yes, you. You and the governess. Georg you're showing your hand there…," Max trailed off, hoping more explanation wouldn't be necessary._

" _Showing my-," Georg spluttered, shoving up to balance on the end of his chair and edge of his temper. "What are you about?"_

" _Ah ah ah, don't try that bluster with me," Max said shaking his head and wagging his finger in an odd ballet._

" _You know that I know that look in your eye, what that little twinkle means. I have seen it before, in more than one port and for more than one young lady."_

" _What look? There was no look."_

" _Well, you had to get past the open mouthed gape but there was a look, the_ look _. You used to be famous for it. And if you don't reign it in Elsa is going to catch on more than she already has. You have a good thing going there. All that lovely money, all that lovely lady, and all at your fingertips if you will only reach out and-"_

" _Max! What are you talking about?"_

" _The fact that you clearly want to reach out and touch the wrong woman!"_

" _Are you talking about Mar-, I mean the governess, the nun? She's a nun, and half my age!"_

"Denial," _Max coughed out._

" _Nonsense. How much have you had tonight anyway?"_

 _"Not enough," Max murmured. "I could be wrong, have been before. But this time I think...mmm. I have an idea. Georg, let's play a game, yes?"_

 _Georg gave him a hard stare that clearly meant, 'I'm not in the mood'._

" _Indulge me, mm? Just for a moment? A few questions...free association the call it. All the rage in, well somewhere or other."_

 _"Max I spend most of my time indulging you. Alright," Georg waved his hand in a continuing motion, "alright, let's get this over with shall we?"_

 _"Are you fond of Elsa?"_

 _"Yes, how can you not be?"_

" _When I say her name what three words come to mind?"_

" _Charming, graceful, the perfect hostess."_

 _"Enjoy her, as a person?"_

 _"Well, yes, naturally. She can be quite fascinating."_

 _"Do you miss her when you're apart?"_

 _"Uh, I suppose-"_

 _"Too deep. I'll try something lighter. What's your favorite color?"_

 _"What? Blue, but you know-"_

 _"Favorite meal?"_

 _"Wiener schnitzel."_

 _"Do you have a tattoo?"_

 _"Yes, you-"_

 _"Woken up in woman's clothes?"_

 _"One time. Your fault."_

 _"Were you in the navy?"_

 _"Yes."_

 _"A captain when you retired?"_

 _"Yes."_

 _"Do you think the little Fraulein is beautiful?"_

 _"Yes, I mean not-damn it Max!"_

 _"I knew it!" Max jumped from his seat and began to pace the room, "I bloody well knew it! I love it when I'm right. But in this case it's wrong._ No _lithe little frauleins, no matter how beautiful the voice or the the rest", said Max, making a vague womanly shape with his hands and spilling drops of whiskey down the side of his glass._

" _Georg," he warned, "you must see sense. She'll have to return to the Abbey. You can't send her back, what's the word? Not intact!"_

 _"Not intact?" Georg sputtered, "Max, just what sort of sordid scenario have you concocted? I'm forty two years old, a widower, I have seven children!" he gave a forced bark of laughter. "My days of chasing girls and leaving a trail of broken hearts is long over. I would never… She would never."_

 _"Well, I didn't really think you would, but it's been a long time since Agathe-"_

 _Georg let out a snort and rolled his eyes. "Full disclosure Max, there have been women since Agathe. I was, I'm not sure what I was. Lonely, I suppose. Don't look so shocked old man. I know there have been others since-"_

 _Max held up a hand, "Do not mention that name, I beg you. Women, plural? Who?"_

 _"No, no, no," Georg waggled a finger at Max._

 _"Elsa?"_

" _None of your business."_

 _"Ha! So yes. You dog! I'm rather proud. But that's beside the point. You cannot continue to make moony eyes and serenade our little Fraulein without jeopardizing your very real chances with a very available woman. Who, by the by, noticed Maria nearly melting with pleasure into the wall at the sound of your voice. And, I might add, noticed you basking in every second of it._

 _Max paused a pressed a hand to chest and cleared his throat before speaking in a high falsetto, "Oh, I haven't sung in ages, couldn't possibly, might ruin my reputation as a grumpy old bastard. What's that? You said please with those wide blue hero worship eyes, well alright…_ Edelweiss _my ass!"_

 _Georg laughed, "Then you marry her Max. Elsa, not Fraulein Maria, I mean."_

 _"Don't think I haven't thought of that," Max laughed. "Perhaps I'd be inspired, with all that lovely money on the line... I might rise to the occasion."_

 _Georg quirked a smile, "Really Max, if the jokes don't improve..."_

 _"Georg, please be serious. Do you have feelings for Elsa? For Maria?"_

 _"I thought I had it all sorted when we were away in Vienna, then we came home. I known that Elsa is the smart and sensible decision. She and the children though, they make her visibly uncomfortable, don't they?"_

 _Max nodded, "You have to give her a chance Georg. She hasn't been around children, ever. Your brood does take some getting used too."_

" _Not for Fraulein Maria. She was playing them like a fiddle by the time she sat down to her first dinner."_

 _Max laughed, "That she did. But you didn't answer me, do you have feelings for Elsa?"_

" _She is beautiful and charming and everything I'm supposed to want._

 _But Max", he swiped his hands over his face, "I can't stop thinking about_ her _," he ducked his head but Max caught the tail end of a blush. Georg shoved himself out of his chair and began to pace the room._

 _"I catch myself walking into rooms she's just walked out of to catch her scent, I clench my fists all the time to stop reaching out to touch her. I have no right, nor reason to, but she's been mine too many times in my dreams. It's starting to bleed into my reality. It's inappropriate. I don't even know her."_

" _Georg," Max said said seriously, shaking his head in disbelief, "I didn't realize it was this way at all. I had come up here to tease you and remind you not to behave like a cad but this," he said gesturing to George as he paced, "I did not expect. I haven't seen you like this since, well, in a long time," Max rubbed at his eyes and sat back down heavily. "But, you don't know her that's true enough, I suppose."_

" _But what I do know of her I know I want more of. She loves my children, fiercely. She stood up to me and yelled what I needed to hear when I didn't want to listen. She's brought music and laughter into this house-"_

" _And she's bloody gorgeous," Max quipped._

 _Georg gave him a weak smile that didn't reach his eyes, "That too. I thought you were supposed to be helping me make the right choice?"_

" _Georg, I want you to be happy. You know that. You know I would do anything for you. But this girl, she wants to be a nun. You cannot just rush in and then decide she isn't for you. You cannot break her heart while I stand by and watch. She's young and lively and it's probably just a crush. She lives with all women, I'll bet that makes even Franz look appealing after a while. I like her, even if she can't convince you to let the children perform at the festival."_

" _Max.."_

" _I know, I know. No singing in public. But Georg, you must consider the future. Her and yours. Maria is very much like the summer she is here to stay for, beautiful and fleeting and not something you can hold forever."_

" _Turning poet on me, Max?"_

 _Max gave a haughty sniff, "I'm serious. She's promised herself to God, even if you might have turned her thoughts away to other_ biblical pursuits _."_

" _Max!"_

" _We're both thinking it, why bother to deny it?"_

" _I'm not denying it. I am just being offended for her sake. I am sure such things have hardly crossed her mind, despite what you say about her swooning over my rusty singing voice."_

" _Not rusty. Still space for you to join the festival. And I did not say swooning," Max ran a thumb along his mustache in thought. "Watching her face, it was more-orgasmic than anything else."_

" _That's it. You're cut off."_

" _Alright, no more jokes."_

" _I really can't continue like this can I? She's off limits, she has her future and I have mine. This is just an infatuation. Most likely misplaced gratitude for her helping me to connect with the children. It will pass. Besides, she frequently infuriates me and I would do well to remember that."_

" _We know. Your little discussions are becoming legendary around the house," Max turned away to refill his glass, remembering the white hot tension that prickled and arced between the two of them as they argued. Franz had even picked up on it, and Max had been certain that he wasn't quite human. The last memorable discussion had involved a disagreement about what to do about "that idiot Telegram Boy" and Max could practically smell the electricity in the room. He looked back at Georg before muttering under his breath, "And where theres smoke theres fire..."_

" _What was that last bit?"_

" _Oh, uh, at least she will be the last governess you have to hire."_

" _Good point. I'm feeling better already. Elsa is the perfect choice. She has been there for me, helped force me out of my shell and let me sit up and take notice of the world around me. I told her that. That she was my savior in a way."_

" _Precisely. Elsa is here and now and wealthy and willing. Elsa is a grown woman who knows what she wants and what she is walking into. Not to mention in love with you."_

" _Well, the idea of me anyway. Of what we are together," Georg mumbled, his voice low and laced with a sad resolution. Max frowned._

" _Why couldn't Eleven have lasted just the summer?" Georg asked, a little bit of a whine creeping in._

" _Probably because you called her by her number like all the rest and didn't bother to remember her name."_

" _I do, it was... Fraulein. Two hours! It has to be a world record of sorts, and I'm still not sure how they managed to get her shoes to melt like that. If only I hadn't indulged Freidrich with that chemistry set, she might have stayed. As it was those two hours cost me an absolute fortune."_

" _Mm, that would have been ideal. She had a better mustache than me! Perhaps she could have given me some tips."_

 _Georg sat down hard in his chair, shoving his hands up into his hair, "Damn it all, Max," he swore and jerked at the knot in his tie and ripped it from his collar._

" _My sentiments exactly. Cheers," he held up his glass and Georg clinked his against it._

" _What should I do, Maximilian?"_

" _I know what I should be telling you to do…"_

" _But?"_

 _Max leaned forward and slapped his palm against Georg's sternum, "Follow this."_

* * *

 _I thought this was going to be a short and sweet conclusion but then there was more Max than I anticipated! It made this whole thing impossibly longer-and I am not perfectly happy with it but..._

 _Hope y'all are willing to stick around for part three. Besides, you know I can't finish an M and G story without_ _ **copious**_ _amounts of kissing-because that's the whole reason for writing all this, isn't it?_


	3. Chapter 3

_My sincere apologies for the long wait between updates, I took the summer off to enjoy my children! I have finished this little tale and will be posting once a week until I am done!_

 _I hope this next bit will keep you entertained._

* * *

" _ **Never close your lips to those whom you have already opened your heart."**_

― _Charles Dickens_

* * *

 _ **Chapter 3**_

" _What should I do, Maximilian?"_

" _I know what I should be telling you to do…"_

" _But?"_

 _Max leaned forward and slapped his palm against Georg's sternum, "Follow this."_

But he hadn't.

And Georg was having Regret for pudding at his own party.

He had followed his head. Georg had retreated to his office and created an excessively organized checklist and weighed the pros and cons. Color coded no less.

Organization, discipline, _control_.

These things had served him well in the past, made order amidst the chaos of war and given him refuge in the wake of his grief. There was no reason to believe that a deviation from his norm would serve him well in just this one situation when his rigid regulation of himself and his environment had alway proved successful in the past.

Elsa was the reasonable and respectable and _responsible_ choice. Maria, no, _Fraulein_ Maria, was off limits to him, to everyone except perhaps God. He resolved to respect her choices and her calling for a higher purpose. Discipline, that was all he needed. To turn his formidable skills at deflection and distraction onto himself and avoid her at all costs until whatever this was between them passed by.

He recalled drawing a deep breath of satisfaction, safe behind his desk as he gazed down at the sheet of paper he had reduced his life to.

Over the next two weeks, as the house was thrown into pre-party turmoil, he took his own advice. He never sought Maria ought directly, although he did run into her from time to time, very casually of course. It wasn't as if he had her schedule memorized… The house wasn't that large and people were bound to cross paths once or five times a day. He told himself that he did need to check on the progress the children were making, even if, as Max rudely pointed out, he had never done so with any other governess in the past. Ever.

He studiously ignored her at dinner time, unless he was hanging on her every word fork poised halfway to his mouth and being kicked in the shin under the table by Max to remind him painfully of where he was. It was only that he was so unsure about what was going to come out of her mouth next and the uncertainty intrigued him. That and her pillowy bottom lip that just begged for...something he shouldn't want so badly to give.

He hadn't hung up on an important business call mid sentence and run flat out through his house and taken the steps three at clip when he had seen her take a tumble from his study window. In fact, he had barely felt Elsa's glare burning a hole through his suit jacket as he walked past her with a barely injured Maria is his arms. He rationalized with himself that he would have done the same for Elsa but she hardly ever walked unless necessary and she certainly wasn't tripping and falling trying to win capture the flag.

In fact, he was adhering to his plan so well that he completely ignored Elsa's tirade about wasting money on sending extra material out to the house for a governess to make a dress from for the party. After all, she deserved it after that incident with Kirk and the pie eating contest. He shuddered at the memory.

Shaking his head back into the present, Georg sighed, deeply, drawing the attention of a former naval officer who raised a brow in question at him. Georg gave him a weak smile and shrugged his shoulders. It had all been for naught. Obviously his treacherous heart thought "avoiding" her meant following Elsa to her room and then throwing all his carefully laid plans to the wind when his mouth and heart had rebelled and told her exactly what he was thinking.

" _I have no intention of letting you go,_ " He rubbed his hand across his forehead and surveyed his dinner guests as his own words echoed in his head. Foolish.

And then he had _touched_ her.

Trailed his fingers along the powdery skin of her cheek and had barely restrained himself from rubbing his thumb over her plump bottom lip as she stared at him, open mouthed with shock. Maria had shivered under his fingertips. She had responded to him visibly with just a simple touch. He was racked with thoughts about how responsive she might be to a firmer touch.

There was really no way for her misinterpret that was there? He might as well have stood there and told her how much he cared for her. How much he wanted to draw her into his arms and offer her comfort when he heard Elsa laying into her. _Liar_ , he admonished himself. That was not the only reason he wanted to take her in his embrace and he knew it.

But as he sat there, brooding into his _schlosser bubun_ , he could feel the weight of his decision. Hell, he could smell it every time Elsa's rare and expensive perfume wafted his way. It was making him a little nauseous. Georg absently rubbed a thumb across his forehead to brush away the headache he could feel between his eyes as he thought of Elsa. He was furious with her, because she had dared to speak to Maria in such a way. Dammit, _Fraulein_ Maria. And he was furious with himself for being embroiled in the mess in the first place.

While Elsa may have taken the initiative and followed Maria into her room Georg was truly the one at fault. For letting the situation get this far. For never showing Elsa who the real Georg was. For burying himself and his children in his grief and living a half life these past years. He had been unfair to her, he had offered her a ghost of a man and in her desperation for kindness she had decided to take what little he could give. Could he blame Elsa for believing him to be exactly what he had presented to her?

Georg had managed to catch Maria's eye as the desert was being served, and the air had grown heavy and still. His vision had tunnelled and his awareness had narrowed to only her. Her white teeth tugging at her lower lip and the sweep of her lashes as she lowered her eyes avoid the palpable force of attraction between them. Georg was uncertain of what she might be feeling but his chest ached whenever he looked at her. His fingers wiggled and twitched, burning off the nervous energy.

The only one that mattered in a roomful of strangers. He felt the bite of metal in his palm and looked down to see that he had bent the fork in his hand.

He had been a fool.

He had made the wrong choice.

He wasn't going to be able to let her go without a fight.

And he never lost.

He would give her the choice. Show Maria what her what a life outside the convent might look like. Might feel like.

Georg stabbed the fork into his desert hard enough for Elsa to notice and give him a withering look of disapproval. Georg dropped the ruined fork and picked up his tea spoon, purposefully using the wrong utensil to spite her and he shoved a bite into his mouth and chewed in retaliation.

Max lazed back into his seat and gave his belly a fond pat to help settle the two helpings of strudel he had managed, his and Maria's. He watched her fidget uncomfortably in her seat, her hands clenched around the napkin in her lap, twisting it so hard he felt sure she could spin it into gold if she concentrated harder. Her discomfort was palpable as the meal came to a close. He could almost hear her thoughts, worrying no doubt about what to do next. He was going ot have to find a moment alone with her to ask about what had really happened upstairs if he could. He flicked his eyes over to Georg and watched him from beneath hooded lashes. He was looking at Maria as though he was he was starving and she was the last plate of schnitzel. _Wonderful_ , he'd have to find a way to drag Georg from the ballroom and dunk his head in the lake whilst giving him a lecture on subtlety. It wouldn't be the first time.

"Good Lord," Max mumbled, watching Georg bend the expensive silverware in his hand while he played in his desert.

Max sighed.

He was going to have to intervene, the weight of his own guilt was conflicting with his digestion. It simply wouldn't do.

Max sighed again. All that lovely money, "..c'est la vie," he muttered under his breath as he watched his dearest friend in the world sink into misery. He felt a slice of something in his chest that felt very much like shame and rubbed at it as he glanced between Maria and Georg as though a spectator at a tennis match. In Vienna, Elsa had seemed like such a good idea. He thought perhaps she could bring Georg back from the lonely path he had been walking. And to a certain extent she had. He was going to have to be the hero tonight and save them all from a very public scandalous explosion the likes of which Salzburg had not seen since he was a young man. And he would deny sending that girls knickers across the ballroom till his dying day. Shaking his head a bit and grabbing up his glass of water Max resigned himself to an evening free of any more alcohol, at least until he could manage to clean up the mess he had made of this situation. Only after his triumph would he be sneaking down to Georg's cellars for a bottle of bubbly that cost more than he made in six months. He grinned at the thought and stroked his impressive mustache. He would need to bring all his skills to bear this evening to untangle this mess. He smiled to himself, he was going to enjoy watching the show immensely.

Ears pricking when he heard the sound of the orchestra starting again, Max stood and reached his hand out to a lost looking Maria who accepted it. She looked grateful to be leaving the table.

"Shall we go and have a dance?"

"Oh, well, I thought that I should go back up-"

"Dance with old Maxy. I cannot promise to be as light on my feet as I used to be but I can still get us around the floor without bumping into anyone else," He smirked at her, "Well, maybe."

Maria gave him a weak smile and a little nod before Max swept her into a fast turn and onto the floor. She laughed at his antics and found herself enjoying the spin of the room around her. It kept her from being able to focus on the faces, one in particular.

Max slowed the dance down a bit and waited until Maria looked up at him, questioning the change in tempo.

"Now that I have you all alone for a few minutes, why don't you tell Max every teensy weensy detail of what really happened when you went to change your dress, mm?"

"Wh-what?" Maria stammered, her mind racing as she wondered if Max had heard. Had the other guests?

"I saw Georg and Elsa on their way back into the ballroom. Georg was madder than a dragon without a virgin sacrifice. I know Elsa. I know how she can be when she feels, nevermind, I know she must have said something unkind to you. What did she say?"

"A less kind version of truth?"

"Whose truth?"

"Does it matter?"

"I think so. The only truth that should matter is your own. What did she say, Maria?" Max pressed, his tone more serious than she had ever heard him before.

"It doesn't matter, Herr Detweiler. Truly."

"Max," he stressed, "It _does_ matter. I would like to help, if I could. I have known Elsa for a long time and Georg even longer. I confess, I haven't seen him like this-well," Max cut himself off as if he thought better of what he was going to say and Maria looked up at him, searching the normally sanguine man and finding a serious expression on his face she was certain she hadn't seen.

"He rarely shows such emotion publicly, ever. What happened?"

"She reminded me that I was going to be a nun, quite rightly I might add, ...and that perhaps I shouldn't… She told me that I was being obvious about my feelings for the Captain and that while he might enjoy toying with me in the long run I wasn't the type of woman he-"

Max hissed through his teeth, "She did not."

Maria nodded and looked down at her shuffling borrowed shoes.

"And the worst part of it was that I think she might have been right."

"No. She might have been jealous."

"Of me?"

"Of you."

"But I am nothing like her. I haven't any money, no beautiful clothes or home in Vienna, I am not elegant or-"

"And yet you needed none of those things to walk away with Georg's attention time and again."

"But I never meant too!"

"And that is no doubt what made her act as she did. You did it without calculation, without an agenda, and all on your own merits," Max grinned, pushing into her back lightly and twirling her before reeling her back in. He let his sharp gaze sweep the room and found his quarry standing on the edge of the dance floor, gloves in hand, twisting them in what he could only assume was a combination of jealousy and frustration. Max winked at his friend and enjoyed the little spots of color that appeared on his cheeks. The rare occurrence of the angry flush was telling.

"Was that all?"

"Was what all?" Maria asked.

"All that happened. She accused you of having _feelings_ ," Max whispered, giving her a knowing look. Maria dropped her gaze and blushed under Max's frank scrutiny, but he let go of her hand a moment and tipped her chin up, "Ah ah, no need to be ashamed of yourself or your feelings. Too much thinking always ruins the best things, and I should know," he smirked.

"Are you admitting to acting without thinking Herr Detweiler?"

"Naturally. It's why I am the most fun at parties."

"I have the same problem, I tend to say whatever I think and feel without stopping to, well, _think_ ," Maria sighed, recalling the numerous times she had been told the same by Sister Berthe.

"I rather yelled at the Baroness after that. Mother Abbess would be ashamed at the way I lost my temper. I-I told her the Captain was honorable and kind and that I realized that he was only humoring a poor orphan girl. I told her I knew my place and she needn't make me feel bad about it," Maria glanced up into the lights of the chandeliers hoping that their heat would burn away the tears that threatened to spill down her cheeks. "I wouldn't, I won't, let my feelings interfere with my job and that I would be gone by the summer's end."

"Was that all she said?" Max asked gently.

Maria nodded, "There wasn't anything else important."

Max turned over Maria's words in his head, perhaps the situation was nothing more than Elsa being threatened and acting like a spoilt child.

"But," Maria wavered, as though weighing her next words and whether or not she had the courage to say them. Drawing in a breath she rushed forward, "The worst part was that the Captain must have followed us, her, and he overheard everything. I told him I knew he would have to let me go, for my indiscretion with his guest. I offered to leave immediately, I apologized for yelling at his guest and he wouldn't let me leave. He told me the mistake tonight was the Baroness's, that he had enjoyed hearing me dress her down and then he…"

"He what?"

"He told me he was never letting me go."

Max whistled, "Well I'll be damned."

"Me too," Maria whispered as she heard the last notes of the song die out as Max tucked her hand into his elbow and led her off the floor. He guided her over to an empty settee and snagged a glass of champagne and a glass of water from a passing waiter.

"Here," he offered her the champagne flute.

"Oh, I shouldn't have more. I don't really drink often…"

"Tonight you do. We both do. Cheers," he mumbled offering her his water glass to clink against her own.

Maria held up the glass and watched the play of bubbles chasing one another to the top of the glass, "I never had champagne before tonight," she offered before taking a sip.

Max watched her wrinkle her nose at the bubbles and give him a brilliant smile.

"I rather like it, the bubbles are-"

"Decadent on the tongue?"

"I was going to say fizzy but that works better," Maria laughed and took another sip, narrowing her eyes in concentration. "Sister Berthe would not approve," she offered before taking a deeper swallow.

"Thank you," she murmured.

"For what?"

"Being my friend at the dinner party, even though I suspect you wanted to convince me to talk to Captain von Trapp about the festival."

"Clever girl," he chuckled. "You caught me out, but I was delighted by the company. Ah, well I got you into this mess with my selfish invite, but I didn't know what had-"

"You couldn't have anticipated that the Baroness-"

"Yes," he sighed, " I should have."

Max cleared his throat, "Maria, I, well I'm not sure what the right thing to say to you is. You have to live your own life. But, don't give up on him," Max inclined his head across the ballroom and Maria followed his gaze, Captain von Trapp was staring at her. His eyes hooded and rather cold. She shivered and turned away.

"He lost a great deal and I haven't seen him half so, uh, _lively_ as he has been these past weeks with you and the children."

Maria gave a weak chuckle, "Yes, I do seem to bring out the worst in him. I reminded Baroness Schrader of that, how often the Captain and I have cleared a room with our _lively discussions_."

"He needs it. Someone who isn't afraid to tell him what he needs to hear. To push him."

"The Baroness didn't seem to see it that way, she called it, what was that word she used? Ah, foreplay?"

Max spit out a mouth full of water and Maria clapped him on the back.

Still sputtering as he wiped his mouth with the back of his hand he turned his wide eyes on her before grabbing her champagne glass and downing it, "She called it that did she?"

"What does it mean?"

"It means you should ask Georg the next time you seem to be in the middle of an argument. And on that note I shall be switching to something stronger than water. I can't be expected to fix this sober." Max grinned and surveyed the ballroom, noting Georg and Elsa standing in a corner having a conversation with smiles painted on their faces but hands clenched in fists.

Max felt his eyes rolling for what must have been the hundredth time that night and he leaned down to pat Maria on the shoulder, "If you'll just excuse me a moment dear I'll go find that drink and be right back."

He barely waited for Maria to nod in assurance before he stalked, casually of course, a Dettweiler did not run, across the ballroom and forced his way between Elsa and Georg.

"Well, well! Are we sharing secrets in the corner like schoolboys? You know I hate to be left out of the fun...and if I noticed then surely other people will too."

"Elsa was just explaining to me what on earth I walked into upstairs-"

"I was doing nothing of the sort. Everyone's emotions are high tonight and I won't have you toying with them in a ballroom. Besides, I did you a favor."

"A favor? What you did was beyond-"

"It was perfectly within my rights-"

"Rights? In my home-"

"Is that how it will be, _your_ home when are married?"

"Married? You would marry a man you called, what was it? On a conquest?"

"Really Georg, this is childish and-"

"God damnit!"

"Georg!" Elsa admonished, glancing up at the Captain who staring hard across the ballroom at something.

"Surely he wouldn't be this stupid twice in one night?" Georg muttered, stalking off across the room and heading directly for Maria and the ever oily Herr Zeller who had a hand gripped around Maria's wrist.


	4. Chapter 4

_This chapter ended up being so long I split it in two and will post them a few days apart. I do jump about the ballroom and other areas a bit because a few of the scenes happen simultaneously. And everyone talks talks talks, no one would shut it! I do hope it isn't a confusing read._

 _ **Chapter Four**_

" _Sometimes things fall apart so that better things can fall together."-Marilyn Monroe_

"So tell me again my dear, just what it is you do for Captain Von Trapp?"

"I-I already told you," Maria stuttered, eyes darting nervously about the ballroom to see if anyone was watching, but they seemed to be tucked back into a corner. While Maria had often taken advantage of the fact that governess, or any of the hired help, was often regarded as invisible she did wish in this once instance someone was paying attention. Twisting her wrist in Herr Zeller's grasp she cursed at herself for playing right into his hands. He and his greasy little mustache had slunk their way to where she had been sitting and stopped to comment on the talent of the children. Uncomfortable with how he seemed to linger over her hand after introducing himself she had stood up to leave when he had circled his wrist with his short beefy fingers and held fast.

"Of course, you said your the governess? Is that all you are?"

Maria's forehead crinkled in confusion, "Well, no. I am a postulant at Nonnberg Abbey as well."

Zeller gave a throaty laugh, "This is priceless. A woman of many talents, a nun and governess, mm?"

"And I really must get back to the children so if you'll excuse me I'll just head back up. I do hope you enjoy your evening, sir," Maria bit off the word, once again trying to worm out of his grasp without success.

"Ah ah," he clucked wagging a finger in her face like a metronome. "I'm not ready to let you go. I have many more questions. So many people are very interested in our Captain, you see. Important people," he emphasized with a squeeze to her wrist.

"Naturally with you living here, under his roof, you might be useful." he said, giving her a cold stare, his beady eyes appearing to move even closer together than before.

"I really don't think I can be of any help to you, or your important people," she said, jerking her arm harder, no longer afraid of what others in the ballroom might think. The champagne in the glass she held in her free hand spilled a bit over the rim and she felt the trickle on her hand.

Zeller pulled her in closer and twisted her wrist, she noticed he was sweating above his hairline, "You have _nothing_. We could make it worth your while," he pressed, hissing into her ear, foul whiskey scented breath wafting past her. Maria yanked harder, looking across the room for help and finding the Captain absent and Max's back turned as he urgently tried to garner Elsa's attention.

"I'm not finished yet," Zeller snapped, as he redoubled his efforts to hold onto her increasingly slippery wrist.

"Oh yes you are!" Maria shot back, her eyes defiant even as her heart started to hammer with fear. She drew in a breath fully prepared to either make a scene by shouting or to resort to the quick lesson sister Berthe had taught her on how to redirect a man's thoughts back to the Lord with a swift application of the knee.

A loud throat clear caught both of their attention.

"Is there a very good reason you've put your hand on my governess?" Georg asked, interrupting the struggle, slowly smiling a smile that bared his teeth.

Maria felt her shoulders sag with relief and the breath she was holding came out in a rush.

Zeller raised an eyebrow in defiance but dropped Maria's wrist in favor of giving her a leering look from head to toe, "Oh, is that what you call them these days? We used to simply to refer to them as-"

"Don't," Georg growled, stepping closer to Zeller, letting his height loom.

"I was only-"

Georg leaned in as though sharing an intimate joke, his chilly little smile morphing into a predatory grin, "Seconds away from making all my dreams of throwing you, unconscious, from home my come true."

"Threats Captain von Trapp? Perhaps the young lady was enjoying my attentions? I found her sitting here alone. Abandoned by your little pet Detweiler-who incidentally seems to be chatting up you're Baroness. Perhaps your _governess_ prefers to talk to me. Perhaps she'd like a dance?" Zeller asked, reaching a hand out as if to take Maria by the arm again.

Georg looked down and examined the nails on his hand, "Touch her one more time against her wishes and I promise whatever dirty little job the Nazis have offered you will be done from a hospital bed."

"Do have any idea whom you're talking too?" Herr Zeller bristled, even as he stepped backward.

"The same coward who stood in a similar position about twenty years ago," Georg hissed, "and as I recall, you didn't get a dance with the lady then either," he retorted, placing a gentle hand on Maria's lower back briefly to guide her away from Zeller. He resisted the urge to shove her behind his back.

" _Yours_ is she?" he said clucking is tongue in his cheek.

Georg narrowed his eyes, "I protect what is mine, as you well remember, and that includes anyone in my employ. "

"Yes, we were just discussing what you _employ_ her for."

Fists clenched, Georg started forward and a suddenly pale Zeller stepped back. Sensing his prey was weakening Georg sought to press his advantage but he stopped when Maria held up a hand and shook her head in a barely perceptible motion.

"And I told him I was the governess and I really must be getting back to the children," Maria explained calmly, as though soothing the boys after a tussle in the yard, trying to diffuse the situation. Though they seemed to be away from the prying eyes of the party guests she knew a scene wouldn't do any good. Certainly not for her.

Well," Georg drawled, some his cold charming seeping back in as his fury was checked by Maria's calm demeanor, "You've delivered your little offer, now get out."

"Going to have Franz throw me out then? He couldn't weigh more than the little Fraulein here."

"Not at all. What with his bad back. No no. Those gentleman there," Georg gave a wave to a group of burly former naval officers lingering nearby and they waved back, delighted to have been singled out by the Captain.

Georg turned back to Zelelr, "If you and your associates hesitate for a moment to leave my home, those men will be delighted to obey any order I give them, retired or not. They are perfectionists, they will help me ensure you hit every step on the way out."

Herr Zeller stepped further back for good measure as the Captain still had murder in his eyes, and pretended to pick at a spot of link on the lapel of his jacket.

"Well," Zeller stepped back again and drawled, his shaking hand belying his calm tone, "Do let me know when you tire of her von Trapp. The Reich has never had a problem knowing where to put the trash," he hissed looking straight at Maria.

Before Georg could react Maria had already brought the heel of her shoe down as hard as she could onto the toe of Zeller's shiny leather shoes. He let out a high pitched squeal of pain that reminded Georg of Gretl and proceeded to hop and hobble about on one foot.

* * *

As soon as Georg had taken off across the ballroom Max grabbed the end of one of Elsa's long white gloves and tugged her a bit closer to the wall.

"Elsa, you know I adore you. But I've heard quite a tale about what you said to Maria-"

"Oh, not you too! _Maria_ is it?"

"Fine, _Fraulein_ Maria, the governess, you were beyond the pale on that one," Max stated evenly, pinning her with one of his rare serious stares. "Overplay your hand and you're going to lose it all if you're not careful. You said it yourself, Georg is not a man to be toyed with. I have known him almost my entire life, what you see is what you get. Are you certain he is what you want to get?"

"Of course I am," Elsa snapped quickly, "Why else would I be here, putting up with the horde of children and that irritating governess?"

Max ran a had through his hair, "This is partly my doing. I pushed and ootched you two together, all that lovely money… But darling, I don't think...the children are part of him and- You need to think carefully about this Elsa. In the end, having seen him here, as he really is, can you-"

"Elsa! There you are!"

A few of the ladies in attendance had circled around Elsa wanting their share of the gossip about whether or not the dashing Captain had popped the question. Max rolled his eyes and snorted, content to eavesdrop and watch the drama unfold on the other end of the room. His eyes widened with sudden alarm as he watched Georg go from charmingly threatening to furious, the square of his shoulders pulling the fabric of his suit jacket taught.

Georg had popped something alright, most likely a blood vessel.

"Elsa," Max whispered, tapping her bare shoulder gently and attempting to interrupt discretely.

"Elsa," he tried a bit louder.

"Elsa!" he whisper shouted. "Oh, I am sorry for startling you ladies but I just remembered something urgent I need to discuss with our glorious girl here. What was that? Uh, yes of course I would love to come back over and discuss how your nephew might use his pet oysters onstage in a performance...uh, if you'll excuse us," he shot them a smile and turned Elsa around to face the increasingly intense standoff happening across the ballroom.

Georg looked ready to peel the skin from Zeller's body, blood spatters on the canapes be damned.

Watching Elsa's eyes widen with comprehension he leaned into her ear, "I think right now might be an opportune moment to go and try to charm Georg into that dance if you don't want your little party to go belly up," he whispered urgently.

"He'll ruin the canapes if he punches him," Elsa whined, eying the table behind Zeller. "Oh, dear lord that upstart mountain _child_ is out of control!" She gave a little stamp of her expensively shod foot.

Max breathed a sigh of relief, "And you might want to include a groveling apology for the governess while you dance," he whispered in her ear, earning a vicious glare from Elsa as he gave the small of her back a firm push to hasten her along as he followed after.

* * *

Georg snorted with laughter as Maria glared at Zeller as though considering doing the same damage to the other foot. His bespectacled minion had rushed over and was trying to assist him over to the side of the room.

Maria turned to the closest group of busybodies, who most certainly had noticed the grown man squealing behind them, and gave them a winning smile, "Such a clumsy moment. You know how shoes can be these days," she gestured to her sensible flats and gave a shrug. Several of the men in the group joined Goerg as he laughed and one of them even winked at her.

"I'm sorry about that sir. You'll have to sack me for certain now."

"On the contrary," he said, watching Zeller be dragged away, "I'm going to have to give you hazard pay," his eyes narrowed again as he watched Zeller and his mustache finally reach the doorway out. "I rather wish you had let me hit him," he sighed as though denied a favorite treat, "But I should have known you could rescue yourself."

Georg turned to Maria and smiled, a real smile and jerked his head to indicate the departing Zeller, "Something you, uh, learned at the abbey?"

Maria felt herself smile back, trying to make the right words come out instead of blurting out how handsome he was when he smiled. Giving her head a shake she focused on her hands before speaking.

"Yes, Sister Berthe teaches all the novices in her spare time. They say she can kill a man with only a spoon."

"Really?"

"No," she laughed, "Not really but I have confidence that given enough time she would succeed," Maria quipped, giving a nervous little laugh that quickly faded into awkward silence as they both simply stared, unsure of what to say.

"Would you care to-"

"Captain, I really must-"

They laughed again at their mutual embarrassment. Sensing an opportunity to finish the dance they started Georg held out his arm.

"Would you care to da-"

"I would be delighted darling! How did you know?" Elsa slithered her arm over Georg's and gave Maria a brittle crooked smile.

"I'm certain Fraulein Maria has duties to attend to while the grownups dance, yes?"

Georg shook his head, "I-"

"I do hope your enjoying your evening Maria," Elsa fluttered her lashes and offered a snide little smile as she drug Georg onto the dance floor.

Max turned to Maria, for once in his life without a single word to say. He simply reached out and rested his hand on her shoulder and wondered of the right thing to do was to ask her to dance or to escort her back upstairs where she had been trying to escape to all night. He was about to open his mouth and give voice to her options when he felt a tap on his shoulder.

"Matthew, delighted to see you my boy!" Max giving the tall blond lad beside him a clap on the back, glad for the interruption. "I saw your father in Vienna a few weeks ago, he mentioned you would be here in Salzburg for a few months. I am so glad I will be able to tell him you were looking as strapping as ever!"

"Yes, sir. My father is here tonight someplace, most likely sitting down and holding court, at his age it is his privilege. It is good to see you as well," he said to Max while keeping both his eyes on Maria. Max, following the line of his gaze and the distracted note in his voice rushed to make introductions, gleefully aware that a little competition for Maria could be just what georg needed.

"Oh, how remiss of me! Matthew Schwanzer this is Maria Rainer," Max said, stepping back a bit to give them room to clasp hands.

"I wouldn't want to intrude if you had already claimed a dance Herr Detweiler, but if you haven't I was hoping you might honor me?" Matthew smiled a sweet smile and held out a hand.

Maria flicked her eyes at Max who gave her a wink and turned to Matthew, "I would be delighted sir, thank you. If you'll excuse me Herr Detweiler."

Max watched as she was whirled off with a sly smile on his face. A little competition for the Fraulein might light a fire under Georg… Who was he kidding? It wouldn't do him any harm either, considering he was partly responsible for this charade. Now where had that waiter gone with the champagne?

* * *

Georg was seething, the anger and frustration pouring off his skin and making the room feel much warmer than it ought. He resisted the urge to tuck his finger in his collar and tug at it to loosen the constriction on his airway.

"Do stop fidgeting Georg! I can feel you twitching underneath your jacket," Elsa admonished, enjoying the eyes on her and Georg as he swept her in a turn.

"Elsa, it's no use."

"Of course it is, you're a grown man. You can control your fidgets,"

"No. I meant this, us, I can't, won't do this to you. I have been unfair. To both of us. I hid so well, pushing away who I was, _am_ , that you believed me to be the worst kind of reprobate. You knew one man in Vienna and met a stranger in my house and for that I am sorry."

"Georg, we have known one another a long time and I think I know you well enough. But we can talk about this later, not in the middle of a dance floor," Elsa looked pointedly around at the people surrounding them.

As the music ended Georg dropped his arms from her body and and gave her a customarily little bow, "Elsa, it's over for me. You deserve someone who can love you-"

"No. I deserve you. I can make you see reason. I refuse to lose you to _her_."

Georg watched as she walked away, knowing he was already lost.

* * *

After the very delightfully polite Matthew, Maria found herself rather the almost the belle of the ball as more than one young man, a one very elderly one, asked her for a dance.

While she enjoyed their attention, and the fact that dancing with all these men would give Sister Berthe heartburn, she was always conscious of where the Captain was in the ballroom. She had caught his eye by accident trying not to stare more than once. She was embarrassed to admit she didn't remember the name of the man she was dancing with, when they had been introduced she had been staring, again.

As she followed his lead around the floor she realized that perhaps that was all it was ever going to be. Staring at a man who might return her affections but could certainly never act on them. She caught sight of him on the other side of the room, making a group of gorgeously dressed admirers laugh at something he said, Elsa hanging of his words and his arm.

Thanking the gentleman as the dance ended she found the edge of room and hoped to slip away quietly, pack her things, and return to the abbey where she belonged. At least for now. Maybe this window had been opened to her so that she might explore what else her life could be outside of the abbey. She could have a family. She could dare to have a different future, but not until her heart had finished breaking for this one.

"Leaving?" Max said, stepping out of the shadow of a pillar behind the stairs in the great echoing foyer.

"Herr Detweiler-"

""Ah, we agreed on Max, yes?"

"Max. Yes, I think it's best. I am in my way up now to pack my things."

"Pack? I wish you wouldn't."

"And I appreciate it, all your help tonight. But this isn't my world. I belong at the abbey, where it's safe."

"He needs you."

Maria looked back through the open doors of the ballroom and shook her head, "But he seems to want her," she said sadly, her eyes fixed on the happy couple just inside her field of vision and her eyes welled with tears. They appeared so perfect, a matched salt and pepper shaker whose movements seemed choreographed. One dark, one light, both beautiful. She looked down at her hands, rough from a lifetime of chores and she knew she was more suited to polishing the floor of the ballroom with a mop than fine satin shoes.

"Appearances can be deceiving… In the beginning, perhaps, but now? He wants to want her. There's a difference."

"Not in my mind," she acknowledged, a tear escaping despite her best efforts. The strain of the evening was beginning to make her head hurt and she simply wanted to go home, wherever that may be.

Max held out a lily white handkerchief, "Elsa Schrader, love her though I do-warts and all, is the safe and easy choice, it costs him nothing, certainly not his heart. You my dear girl, you would be the hard choice, because you ask for nothing and he can't help but give you everything."

"She shouldn't want him to be less than he is."

"No, she shouldn't. But loneliness makes us do things we might regret in the end."

"Then I am sorry for her. But I cannot stay here. Surely you must see that?"

"If you insist I will drive you myself to the abbey in the morning. Don't go out into the night and don't leave without saying goodbye the children. The heartbreak and weeping would bring the walls down around us."

Maria gave a weak smile and nodded, "I'll stay until morning then. Hopefully arrangements can be made soon for another governess."

Max snorted, "Doubtful."

Maria raised a brow in question.

"You'd be surprised, their little reputations proceed them."

Maria gave him a genuine smile, "I think I'll go and have walk by the lake, clear my head of all this rich food and champagne."

Max raised his glass to her in salute, "Good evening, Fraulein," and headed back into the ballroom to give Georg a shove in the direction of the lake.

Headfirst if necessary.

* * *

 _A very big thank you to all of you who have read or left a review or favorited this. Hugs to everyone!_

 _One last chapter to go! Oddly enough it's the very first one I wrote for this little story because it has all the kisses and I like to have dessert first!_


	5. Chapter 5

_So sorry I was dreadfully late getting this absolute fluff piece posted. Original projections on finishing went into the tank when I shredded 80% of it and did a rewrite. I am still not certain it was worth the time I took to get it posted… As usual I lost control of the 'reality/in-character/they probably went too far' train and just did what I wanted._

 _These 'T' rated things are impossible to write...from now on change your filters darlings if you want to find my things!_

 _Also, apologies in advance for the huge swath of dialogue I shamelessly borrowed (stole) from a relatively famous scene in the original movie and then twisted for my own nefarious purposes._

 _Thanks for still reading, assuming someone is still left out there!_

* * *

 **Chapter Five**

"Wherever is your heart I call home…"

-Brandi Carlile

"I _refuse_ to consider it, Georg," Elsa whispered, giving a fake smile at a passing friend as she patted Georg's cheek just a bit too hard.

"Darling, see reason, your overwrought and not in your right mind after that little scene between you and Herr Zeller. I should have listened to you and not sent an invite, but these days you can't be too careful can you? Go and have some champagne and try and regain some of that charm you're so famous for, mmm? Besides that little Nanny seems to have run off... _finally,"_ Elsa waved her arm dismissively and started off toward a group lingering to her right.

Georg started after her, seemingly oblivious to the rest of his guests, "Elsa, I-"

Max reached out and grabbed Georg by the arm, "Let her go. Let me talk to her. Perhaps I can get her to understand."

Georg swiped his thumb across his brow, unsuccessfully trying to rub out the wrinkles of concern that had settled there, "I didn't mean for it-"

"I know."

"She won't listen to reason-"

"I know. I'll help her to understand. I'll find a minute tonight to try and talk some sense into her."

"I let it all go too far Max."

"You did. But she did as well. And if I know you," he wagged a finger, "you've tried to shoulder the blame for all of it and let her down easily with a traditional it's me not you, yes?"

Georg blushed a bit and muttered, "You're not far off."

"Georg, wave to Hansel," both men paused and formed identical fake grins as they each raised a hand in farewell to a friend taking his leave.

"Georg, I have watched you live a half life for years now. No more. I have said my piece about it more than once. It's alright to let go of the past and find a future."

Georg peered at Max and took in one of his rare serious faces before turning away to say farewell to another departing guest.

"She's walking down at the lake by the way."

"Who? Elsa?"

Max scoffed, "Your future. A lovely woman whom I feel certain will never be a nun," Max said with a suggestive wink.

Georg raised a brow, "So certain are you?"

Max gave him an eyebrow that clearly said 'are you kidding me?'

He clapped Georg on the back harder than necessary, "Close that over organized mind of yours and if you _do_ have to open your mouth around that girl, well, it had better not be to _talk_. For once in your life go and do something _I_ _would do_ ," Max snickered and gave Georg a rough push toward the door.

* * *

"Goodnight Helmut," Georg reached out and shook the elderly gentleman's hand before bowing over his wife's hand and brushing a kiss across her glove.

"Lovely as ever Annalise. Are you certain you won't run away with me? Leave this reprobate behind?" he asked with a wink.

"Georg, I am old enough to remember changing your diapers young man! But keep offering, someday I just might take you up on it."

"Thank you both for coming," he offered warmly before turning and walking out into the night towards the lake. He was hardly done the first of the steps when he saw her, sitting just past the gate, her feet in the water and her shoes, no doubt borrowed from Liesl, placed neatly beside her. He couldn't hear anything over the laop of the water but he imagined she was most certainly humming something. She was never quiet, music seemed to follow wherever she went. She was never still but the energy she brought along with her was always welcome. Like a breath of fresh air. It made watching her all the more pleasurable.

Whether or not she welcomed his attentions or returned to the abbey tonight he knew that he would never picture his home without seeing her shadow pass through the rooms as if she had always been there. When he had drug Elsa on her one and only tour of the grounds he had been conscious the entire time of how out of place and uncomfortable she had seemed. Elsa had been a sparkling diamond, precious but cold and unyielding amongst the water and wood that he so loved.

Not Maria, he smiled as he watched her toss a rock into the water. He always pictured her as more of an emerald. Just as valuable but inviting, beneath the placid green surface was a fire if only looked deep enough.

Georg started down the steps, his lip quirking at the irony of turning his back on the life he could have without any effort and walking into the night to offer himself to a woman who might never want him back. He couldn't remember the last time his heart had pounded from nerves. He rather liked it. He felt more alive in this moment of uncertainty that he had felt in the months and years leading up to it.

He tried to make a bit of noise as he approached but she seemed to be in a world of her own. Of course, always the hard way with her.

Georg cleared his throat, "I thought I just mind find you here."

"Captain! Sir, I-" Maria let out a squeak as she reached back blindly to find her shoes and remove her toes from the water without obvious splashing.

"No no, please, sit. Stay," he gestured toward the steps, his fingers wiggling a bit top burn off the excess nerves.

Embarrassed, Maria plucked at the skirt of her dress, "But I'm barefoot and, oh! Why is it that I am never properly dressed around you?"

"Properly dressed?" he drawled, the little lilt in his voice one she recognized from other times when his teasing her had bordered on something more _intimate_.

Maria blushed scarlet and brushed her bangs out of her face, "Oh, you know what I mean. When I'm not covered in dirt from trying to catch a rabbit Marta brought home, or sopping wet, or worse, under dressed at a fancy dress party. I do start each day clean."

"I believe you. Yesterday, I started that way too and found grass stains on my pants, three crushed toy soldiers in a pocket, and something sticky that required three washes in my hair."

"Uh, may I?" he asked, gesturing to the step next to her.

"Of course," she mumbled scootching over and sending ripples into the lake as she swung her feet to follow her. She watched him shrug out of his jacket, which was no doubt bespoke and worth more than she made in three months and toss it carelessly onto a pegasus horse. The medal came off next, followed by his top three buttons and finally he popped the cufflinks out and pocketed them before rolling his right sleeve.

Maria resisted the urge to nudge the fabric higher so she could see the entirety of the tattoo that flexed with his forearm as he rolled the sleeve on his left. She watched the entire disrobing with a sense of surreal shock. Has she ever seen him without a jacket on, all his buttons and emotions firmly done up? She took a deep breath and tried not to notice how wide his shoulders were under the bright white of his shirt or how blue his eyes looked in the waning light of the moon. She shook her head a bit at herself. She might as well enjoy the view because not noticing the man beside her was simply not going to happen.

Thinking that he would sit in the top step, Maria found herself surprised as he joined her on a lower step and started unlacing his shoes, right then left. He peeled off his socks and tossed the lot of footwear behind him by the gate before finally shocking her into an open mouthed stare as he splashed his feet into the water next to her and swung them back and forth as Kurt was wont to do.

Good grief, she thought, he even had nice feet. She was beyond all hope now. If this man was the window the Lord was opening she was afraid she'd shatter the glass jumping through it.

Georg turned and shot her an amused smile. He looked ten years younger in that moment and she found her mouth curling in reply at him.

"Now we can both feel under dressed at the party," he announced. "Besides, it is my party. I set the dress code, yes?"

She smiled, touched by his effort to make her feel less conspicuous.

"Sir?"

"Mmm,"

"I don't meant to be rude but won't you be missed? Is the house not full of guests still?"

"Oh probably," he said, glancing over his shoulder to look at the swirling shadows in the windows behind them. "But most of them have left, the ones that mattered the most to me anyway. Some of them, as you well know, have been asked to leave and the old men like me always cut out especially early."

"Oh."

"My apologies for Zeller. He and I-don't see eye to eye on many things and I am afraid he targeted you especially to anger me," Georg felt his fists clench before he slowly released the tension, "and I'm afraid it worked brilliantly."

Maria's expression darkened for a moment, "I've dealt with men like him my whole life. Small minded and big egoed. But I appreciate your trying to rush to the rescue."

"Ha! Hardly. I still wish you would have let me hit him just once."

"And spoil your perfectly combed hair? Not a chance," she teased.

"One time! A man is the last one down to breakfast one time and the rumors about his grooming habits become legendary."

She gave him a sly smile, "Is it true that you sleep in hair net?"

"What! Who the hell told you that?"

"That would be Herr Detweiler."

"I should have punched him as well."

Maria laughed and resisted the urge to reach up and muss his hair. This night seemed to be an unending string of her resisting _not_ touching.

Georg cleared his throat, "If I might ask what brings you and your feet into the lake tonight?"

"I uh, was having wander, as Sister Margaretta used to call them. I think better outside. Well, that and Herr Schwanzer."

"Elder or younger?"

"Elder."

"Stepped all over you didn't he?"

"Yes, he rather did," she admitted with a soft laugh. "But he was such a dear, I hadn't the heart to beg him to let me sit down," she offered, rubbing the soles of her feet together to ease the ache.

George winced at her obvious discomfort, "Hurt do they?"

"You have no idea. No more dancing with men past eighty seven."

"Or perhaps you simply wore away your shoes dancing with all of those young men who were shoving amongst themselves to see who might win a dance from you next?" Georg asked, some remnants of irritation and jealousy creeping into his tone.

"I'm sure they weren't!"

"They were," he assured her, "Can't say I blame them though."

"Blame them?"

"For wanting to dance with the loveliest lady at the party."

"I'm not-I wasn't-"

"You were. You are."

"Thank you," she said shyly, ducking her head from the intensity of his gaze. Suddenly his earlier words at her door came flooding back and the air between them seemed to electrify.

"You know," he chuckled, breaking the tension, "this is a much nicer visit that the last time we met here by the lake."

"Would that be before I disobeyed your direct orders and left the grounds with no one breathing deeply or after when I managed to capsize your boat and children in front of your guests?"

"Oh, after. When you shouted me down, brilliantly pointed out all my failings, and then, even in the midst of firing you, impressed me so much I called _you_ Captain."

"I'm still rather ashamed of myself."

"You needn't be. When you walked into the house and I realized how fiercely you had championed the very children I was supposed to be protecting… you have no idea how much I needed to hear what you had to say...I," he trailed off and they both sat in silence for moment.

"You never stopped loving them, no man that didn't care deeply for his children would go through twelve nannies in half as many years. You were trying to find someone to care for them when you couldn't, while you healed. You were protecting them the best you knew how."

"Thank you," he said quietly, staring out into the water, suddenly uncomfortable with how clearly she saw into him.

She swished her feet and they both watched the ripples ride away. Maria gave an exaggerated sigh, "If only you had been there tonight to protect me from Herr Schwanzer and his pointy feet. He is surprisingly heavy for such an older, _seasoned_ gentleman."

He gave a bark of laughter, grateful for the way she effortlessly lightened his mood when it had threatened to turn dark.

Cocking her head to the side Maria squinted, listening to the strains of music floating from the house, "How lovely. I've not heard this one."

"Its new, its a waltz. I heard it in Vienna," he said, watching her sway a bit to the beat as though she was too carried away by the music to hold still. Georg simply stared as she closed her eyes and let her feet dance in the water.

She was beyond lovely, here on his steps in the moonshine. Georg rubbed his thumb and forefinger together, stopping himself from reach out to brush a wayward curl away from her forehead and tuck it behind her ear. He wanted to find out if her lips were as soft and sweet as they looked.

Impulsively he turned to her and held out his hand, his heart beating a tattoo against his chest, "Would you care to dance?"

"Here? Now?"

He simply held his hand out further in response, his eyebrow raised in a challenge that belied his anxiousness. _Please, say yes_.

Maria felt her heart stutter in her chest and she knew a moment of indecision and panic. She had been in this man's arms once already tonight and she knew if she accepted them again she would be changing things, possibly forever. But if tonight was all she was going to have then she might as well make the most of this memory. The ghost of his hands, the tan strip of his throat, and the heat of his arms would keep her warm on lonely nights in her cell. She nodded and placed her trembling hand in his so he could help her to her feet.

"But Captain, we're barefoot."

"I have a confession to make," he leaned in conspiratorially as he led her up to the few steps and onto the landing, "I am not wonderful at the waltz. The barefeet might save you further pain should I step on you."

"Are you as bad as that?"

"Worse," he mumbled, slipping his hand around to the small of her back and drawing her a step closer than proper, feeling the delicate bones of her back through the fabric of her dress.

He eased her into the rhythm of the dance before speaking, "Fraulein. _Maria_ ," he corrected himself, "I'm not sure how to begin. I have behaved badly, again. Elsa should never have said-"

"Was it not true, what she said?"

"About me or you? Because she was wrong about you."

"I appreciate that. I do. But I shouldn't have said, what I did. She's your-"

"Maria, there isn't going to be any Ba-"

"Let me stop you, please. I understand what you have come out here to do."

"You do?"

"Yes. I've done it myself a time or two before," She paused at his confused expression, "The letting down easy."

"No, that isn't-"

"Maybe those aren't the words that you might have chosen but I understand the sentiment, this situation."

"I don't think you do-"

"I knew all along really. We are who we are and circumstances being different perhaps… You're a good man, is it any wonder I came to care for you-for your family? I've rather been the one that behaved badly. I'm the one who fell-"

Georg stopped her with a gentle finger against her lips, "Max was right."

"About what?" she asked, staring at the buttons of his shirt, afraid to look him in the eye and give away all the feelings she was desperately trying to hide.

"Talking was a mistake," he murmured, his fingers slipping down to cup her chin and force her eyes onto his.

* * *

"There you are! I've been looking for you and Georg for the last several minutes and-"

"Elsa!" Max jumped from his peeping perch on the balcony railing and spun around, gathering Elsa's hands in his and giving her a jaunty little spin so that her back was to the lake, pressed against the very railing he had just been spying from. This was not the scene he had hoped for when he tried to break the news to Elsa. He felt the cold trickle of a bead of sweat as he glanced over Elsa's shoulder at Georg and Maria doing their best impression of lovesick fools in a paddling pool.

Despite his anxiety, Max resisted the urge to grin at them and roll his eyes at the same time. Georg looked as though he was getting up the courage to pass Maria a check yes if you like me note in class.

He smoothed his fingers down his mustache and grinned at Elsa, all his charm oozing, but his eyes were narrowed as he focused on keeping all her attention on him. Perhaps if he could lure her into the house he could find a quiet corner to tell an old friend they had both made new mistakes.

"Did you miss me that much darling," Max purred, the pasted smile on his face covering his racing thoughts. He knew, _knew,_ that if she saw Georg out by the lake she might make a scene truly worthy of scandal. Despite the dwindling numbers in the ballroom it would only take one casual observer to notice before the news traveled to Vienna on the swift wings of flapping gums.

"Of course, but I was hoping to find Georg. The party is winding down and I thought a dance might… I was hoping we might, well, you know what they say," she offered with a little grin.

"Mmm? What do they say?" Max asked shuffling backwards and tugging her gently in the direction of the warm glow of the lights.

"Sometimes it's better to say things with music," Elsa said swiveling her head a bit to survey the ballroom, no doubt looking for Georg.

"Perhaps you would accept me as a substitute?" Max offered, swaying a bit on his feet as though doing a samba.

"There is no substitute for you Max. An original through and through. But, I really must find Georg," Elsa patted him on the shoulder and made to turn back toward the lake.

"He's, um, not exactly delighted with you right now. Best leave him to cool off, shall we?" Max tugged her his direction again. A bit more forcefully.

"Nonsense," she sniffed dismissively, "It was a little lover's spat. Hardly worth mentioning. Now where could he have got too?" she mumbled trying to turn out of Max's grasp again.

"It was more than a spat you know it," Max said softly. Her eyes darkened and for a moment Max thought he saw sadness and doubt lurking behind them before she shuttered her emotions away.

"I won't give up on him Max. I don't like to lose and you know it."

"This isn't a hand of poker, Elsa. It's a life, yours and his. And it's entirely too short, as you well know. Please consider-"

"I have. Maybe you don't know Georg as well as you think you do, mm? He will make the right decision in the end."

Max cleared his throat," Yes, he probably _did_ make the right decision in the end," Max offered sadly. This was a disaster. So much for Max the Mighty swooping in and rescuing everything. If nothing else he could try one last time to at least prevent her from seeing the increasingly close scene happening below and perhaps prevent what he assumed would be a screaming fit of epic proportions.

"It's getting chilly out here, no? What about some cake or champagne? Let's go back inside and have some champagne while we look for Georg together, yes?" Max flicked his eyes back to the lake before offering Elsa a weak smile.

"I've had enough champagne for now darling, it's fattening you know. And I really must speak to cook about the schnitzel. It's entirely too delicious for my figure." Elsa cooed attempting to pull her hands from Max's increasingly tight grip.

"Darling, you could stand a little fattening," he grouched, attempting to tuck her arm under his and drag her, gracefully, into the house.

Desperate to change the subject, even if he knew it was a lost cause, Max quirked his head, "Have you given any more thought to Georg's wedding present?"

"You have no idea of the trouble I'm having trying to decide on a wedding present for him! At first I thought of a fountain pen, but you informed me he already had three. Then I thought perhaps a villa in the south of France, but-"

"Too difficult to gift wrap?" Max quipped.

"Yes," Elsa said with a laugh, "Just what I thought as well. How about a yacht? A nice long sleek one for the Mediterranean and tiny one for his bathtub?"

Max shook his head, using her preoccupation with yachts to reel her toward the house step by step. "'Fraid he already has a yacht. Two, I think. And as for what he plays with in the tub...I think he has most likely graduated from toy boats."

"Oh Max, you really are a beast!" Elsa laughed and slapped his shoulder playfully with the one hand she had managed to free from his grasp.

"Come inside then and maybe I'll behave myself," Max offered, giving up all hope of subtly moving her into the house and considering the ramifications of simply shoving her through the door.

"Speaking of the bathtub, what about the honeymoon?" Max shot her a waggled brow.

"Where to go on our honeymoon?" she asked, still craning her neck back and forth as she scanned for Georg. "Now that is a real problem…" she shook her head, "I thought perhaps a trip around the world?"

"Surely there must be better places to go?" Max joked, enjoying the distracting peal of laughter that Elsa let out as he managed to drag her a few more steps forward without her noticing.

"Oh, I do love this new waltz they are playing. I really must find Geo-"

Panicking, he pressed on, "No no. We must solve this honeymoon conundrum. I can see that it is a very serious problem, perhaps we should discuss it inside?"

Elsa glanced over from her eagle eyed search for Georg just in time to catch Max staring wide eyed at something behind her, "Max," she drawled, "If I didn't know better I would think you wanted me to avoid something out here...mmm?"

"Oh, well you know… I wouldn't want you to be scandalized," Max said, peering over her shoulder to see that Georg had offered Maria his hand, either to dance with her or finally unhinge his jaw and swallow her whole. Max resisted the urge to simply sit on the hard ground of the balcony and hold his unfortunately sober head in his hands.

"Is it someone we know? A little tryst by the lake? Oh, maybe Bernard finally made a move?" she whispered, wiggling a bit to try and free herself.

"No. Can't really see faces. Looks as though they might be moving off-"

"Oh! Do let me go Max. I'm very hard to shock, as you well know. Usually I am the one doing the shocking."

Max sighed, resigned and relieved. Perhaps this was the best way, show instead of tell.

Max groaned. "It's no use. I am absolutely rubbish at this," he muttered, dropping all pretenses as he dropped her hands and let her spin around just as Maria spun into Georg's arms.

"Elsa," Max whispered offering a comforting hand on her shoulder, feeling her wince at his touch.

"Yes, Max," she mumbled, not taking her eyes off the two figures swaying ever closer in the distance.

Max ran a hand through his hair in frustration. Relationships were not his area of expertise. He opened his mouth several times and finally blurted, "When two people talk of marriage-"

Elsa spun around, placing her finger over his mouth gently.

"No don't. Don't say another word, please," she whispered, the broken catch in her voice breaking Max's heart a little. He watched the tears build up in her eyes but she shook her head at him and gathered her pride around her as a shield.

"There have been enough of those tonight. Georg tried to tell me... and I wouldn't hear it. Couldn't hear it, really. You were right, Maxy. You always are. Rather desperate of me wasn't it? I shouldn't have pushed with the governess. I had no idea," she trailed off, looking back toward the lake at the single silhouette swaying, "I thought it was, well, just a passing fancy. Foolish," she hissed to herself before tugging her gloves up and pulling herself together again.

"I'm afraid I was rather, er, _shrill_ about the entire.." she waved her hand in the air as if looking for the right word. She gave a brittle laugh, "You know, I haven't been jealous like that in decades. Might do me some good you know," she turned back to watch the shadows by the lake dance.

Elsa cleared her throat, "Does he love her?"

"Yes. I believe he does," Max said, still rather shocked by how quietly she was handling all of this.

"Good. Good," she mumbled. "You see, there are other things I have been thinking of, other things I need. I'm not sure I would be cut out for the sort of life Georg wants to live. I certainly couldn't take many more frogs at the dinner table. Perhaps I need a man who needs me desperately," she gave a weak laugh, "or at least needs my money desperately."

"You know you can have me anytime. Just say the word sweetheart."

Elsa gave him a teary smile and patted his cheek, "Fond as I am of you, I really don't think you're the right man for me."

Max clutched at his heart dramatically, "You wound me madam."

Elsa glanced back behind her, her fists clenching a bit as she watched the pair by the water clearly engaged in a passionate embrace. Max heard her take a deep breath before she turned back to him, a single tear tracking down her flawless cheek.

She cleared her throat, "You'll tell him thank you for me. That I enjoyed almost every moment we spent together, yes?"

Max nodded, thumbing the tear off her jaw.

"Now, if you'll forgive me I'll go inside, pack my little bags, and return to Vienna where I belong. You know you're always welcome in my home Max," she managed a smile and squeezed Max's hand in farewell

"Auf Wiedersehen, darling," Max whispered, pressing two fingers to his mouth and blowing her a kiss.

* * *

Georg stood for a moment. Locked into place, unable to move forward or back without some signal from her. An exhaled breath or nudge forward, but she seemed as trapped as he was in the moment. The weight of all their past encounters; the anger that disguised the passion and the haughty disdain that cloaked the roiling attraction between them made the air between them unbearable to breathe.

His hand clenched on her jaw and the flex startled her. Maria bit her lip unconsciously, her teeth dragging across her lower lip.

Georg groaned, watching her lip slip from between her teeth, "My turn," he grated out before he pressed them together from shoulders to hip and swept his mouth down on hers.

He had planned for a sweet teasing kiss.

A kiss that hinted at the depths of his feelings for her and made a polite statement about the gentleman inside that wished to court her.

But this kiss ended up being a promise. A pledge to her of the passion he had held in check, now vibrating between them as he felt her hands clutch the fabric against his back.

He smiled against her mouth as he realized he should have known that no kiss between them could be tame. And he should have anticipated that she would give as good as she got.

Giving his own little nip to her lower lip he drew back to bring both his hands to her face and shove them into her hair, his mouth pressing kisses to her jaw, the corner of her mouth, and finally against her lips. Georg gave a little laugh of shock and pleasure as he felt her swipe her tongue across his lip.

"No?"

"Yes," he mumbled against her mouth, deepening the kiss as he slanted his mouth across hers. "I quite liked that," he added, leaning his forehead against hers. "I'm in love with you."

"I.. You shouldn't be, Captain."

"I love you. I told you hours ago I wouldn't be letting you go. I'm going to ask you to marry me. Soon. But before I do that I am going to throw roses at your feet and ask you all the things I want to know about you, and see how often I can snatch you into a dark corner and kiss you until you make that delightful little moan you make," he leaned in and sucked at a sensitive spot behind her ear.

"Yes, that one right there," he chuckled.

"Say it," he whispered, drawing her into another kiss, licking into her mouth and losing himself in the pleasure of her response to him.

"I love you too."

"No, I mean yes, but," he stopped and kissed her upturned nose, "I have a name. I should like to hear you say it."

"Would you, Captain?" she asked, sliding her hands up his chest, over his shoulders and into the hair at the nape of his neck.

He gave a hum of pleasure.

Maria tugged, bringing his mouth down closer to hers, "Kiss me, Georg," she breathed against him.

"Yes," he mumbled, backing her into the pillar of the gate behind her, pressing her back against it as he lost all control between them and plundered her mouth with his. He marveled at her, how well she seemed to fit in his hands, how she gave herself without reservation, how overwhelming it was to be loved deeply in return. She gave a moan as his hands slid down from her shoulders, thumbs grazing the sides of her breasts as he gripped her hips in his strong hands pressing his entire body tightly against hers.

He felt her gasp of shock and pleasure against his mouth as he deepened the kiss, his hips mirroring the blatant stroke and swirl of his tongue. Maria pushed up onto her tiptoes and tugged at his shoulders to pull them closer together.

Growling at the delightful change in angle and pressure Georg slipped his hands beneath her bottom and lifted her easily into his open palms and pressed her back against the pillar.

"Georg," she breathed out, answering her instincts and wrapping her legs around his hip bones to regain the delicious strain of his body against hers she craved. He let his lips trail down the column of her neck, sucking at her collarbone as she curled her fingers into his hair. Everything in him was straining for her, toward her. He felt his control slipping and reveled in slipping the tight leash he has bound himself to for so long. Holding her with one arm he pressed his hand to her stomach and pushed upward, letting his palm cover her breast, his thumb brushing over her nipple.

A splash from the lake behind them startled him out of his pursuit of her pleasure and he forced her hand to still, resting his forehead against hers. He felt a twinge of guilt as he realized his best laid plans to court her had gone by the wayside the moment he had touched her.

"Maria, we have to stop," he said, easing his hands from their perch on her bottom and letting her slide down from the pillar behind her.

Letting her eyes open slowly she gave him a sloe eyed grin, "Well, Sister Berthe did say I could be quite wicked."

"Brilliant," he took deep breath, "Tell me more about Sister Berthe. Take my mind off what its on, where my hands have been just now," he said, reaching for her again.

"Ah ah," Maria teased, darting away playfully, "You said you wanted to talk about Sister Berthe…"

"Yes, I've met her," Georg gave an exaggerated shiver of displeasure and reached out for her again only to have her dance away just out of reach. He smiled at her, he appreciated her being unafraid to tease him. Maria seemed to always know how to draw him out, whether it was to make him laugh or make him angry.

Maria gave a laugh and snuck in to kiss him on the cheek before backing away again.

"Your quick," he chuckled.

"I have to be. Have you met your children?"

His smile faded a bit as he looked at her with serious eyes, "They love you."

"I love them."

"I know. What's that phrase the children all use? It's one of my favorite things about you. You loved them before you loved me, it makes you all the more beautiful to me," he said quietly, holding his hand out in invitation.

Maia blushed and reached out to take his hand, twining their fingers together.

"Take a walk with me?" he asked.

"You wouldn't be trying to lure me into one of those dark corners would you, Captain?" she asked as they headed across the lawn.

He gave her a roguish smile and a wink in answer.

* * *

"Your champagne Herr Detweiler."

"From Georg's little secret collection?" Max wiggled his brows as he reached out to grab the bottle and examine the label with a weathered eye.

"Of course, sir. As requested."

"I'm a bit surprised that you went along with my request," Max said, clearly approving of the vintage.

"Captain von Trapp stopped me earlier this evening and instructed me to bring you, and I quote, anything you asked for from the cellar. He implied that you had earned it, sir."

"Excellent," Max smiled, handing the bottle back for Franz to expertly pop the cork and fill his delicate flute.

"Shall I leave the bottle, sir?"

"Naturally. Thank you, Franz," he said to the butlers retreating back, before turning to lean his elbows against the railing of the terrace. Max smiled, never ashamed at being a charming voyeur, and lifted his glass in the direction of the gazebo where his friend was clearly taking his advice seriously.

"Cheers."

 _ **The End.**_

 _ **Champagne and a heartfelt thank you to everyone who enjoyed this and even those of you who didn't! And sorry (not sorry) for defiling the Pegasus Gate! Couldn't help myself!**_

 _ **Hugs!**_


End file.
